2018 NY Slip Op 51958

Citation: 2018 NY Slip Op 51958
Jurisdiction: New York (state)
Source verification: cross_accepted_sealed
Original Source: https://www.nycourts.gov/reporter/3dseries/2018/2018_51958.htm ↗

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despite the deference given to cooperative board determinations, courts should review them when
the tenant-shareholder demonstrates that the board acted in bad faith, exceeded the scope of its
authority, or failed to "legitimately further the corporate purpose." 40 W. 67th St. v
Pullman, 100 NY2d at 155.

The elements of a breach of fiduciary duty claim are "the existence of a fiduciary
relationship, misconduct by the defendant, and damages that were directly caused by the
defendant's misconduct." Daly v
Kochanowicz, 67 AD3d 78, 95 (2d Dept 2009) (internal quotation marks and citations
omitted); see also Pokoik v Pokoik,
115 AD3d 428, 429 (1st Dept 2014). A breach of fiduciary duty cause of action is required
to be pleaded with the particularity mandated by CPLR 3016 (b). Palmetto Partners, L.P. v AJW Qualified
Partners, LLC, 83 AD3d 804, 808 (2d Dept 2011); see e.g. Baker v 16 Sutton Place Apt. Corp., 110 AD3d 479,
480-481 (1st Dept 2013) (CPLR 3211 motion granted to cooperative corporation where only
conclusory, nonfactual allegations of "bad faith" and "harassment" were asserted on breach of
fiduciary duty cause of action); see also Board of Mgrs. of Honto Condominium v Red Apple
Child Dev. Ctr., 160 AD3d at 582 (on successful motion to dismiss breach of fiduciary duty
cause of action, individual board members were protected by the business judgment rule where
the complaint was devoid of factual, nonconclusory "allegations of tortious acts outside
legitimate condominium purposes").

Furthermore, " [a] cause of action for breach of fiduciary duty which is merely duplicative of
a breach of contract claim cannot stand." William Kaufman Org. v Graham &
James, 269 AD2d 171, 173 (1st Dept 2000); see also Granirer v Bakery, Inc., 54 AD3d 269, 272 (1st Dept 2008)